Tantibus
by allihavetodoisfall
Summary: Prime. Inward battles, external fights. Something from Starscream's past catches up as the battle against losing himself takes a toll on the crew of the Nemesis.
1. Song Beneath the Song

Author's Notes: Bunny adopted from balrog_roike on the LJ Bunny Farm. Because I need to write a Prime fic with only Prime characters…and I fell in love with the bunny. For anatomy references, I consider Soundwave's 'wings' the upper parts of his shoulders.

Title: Tantibus

Characters: Decepticon-centric

Universe: Prime!

Warnings: dark, mild torture.

Summary: Starscream has been fighting a battle that's finally catching up with him.

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><p>Soundwave sensed it as only someone like him could. It was an intangible frequency that lived on the edge of his consciousness for nearly as long as he could remember. It was not something that bothered him or distracted him from his work, but it was something he often heard while observing the many battles for leadership of the Decepticons.<p>

The silent mech roamed the halls of the _Nemesis, _content to let the signal wander his mind as it was prone to do. The ship itself was silent to any ordinary being, but Soundwave was perfectly in tune with every hum and creak and exactly what it meant. Being semi-sentient, the _Nemesis _was sensitive to the moods of its tenants, and now it was anxious. Anxious for its master to reclaim his place at the bridge.

After, of course, he finished pummeling Starscream into the floor.

Soundwave was doing his best to control the ship's mood. When sufficiently aggravated, the _Nemesis _was prone to malfunctions – dangerous ones such as dropping the energy dampening field at the most inconvenient of times.

_One way, or another I'm gonna getcha getcha getcha!_

He stopped in his tracks. The _Nemesis _fell silent, sensing his surprise.

The signal had _spoken _to him as a sentient being would. Soundwave cross-referenced the data he had received with the human's Internet, curious of the odd phrasing. A short search told him it was a song. However, it didn't seem to be getting stronger or weaker. No change was apparent.

It was the same, but now it was speaking to him. Soundwave closed his optics for a moment, allowing the frequency to completely wash over him for the first time.

It was all over the ship, but centralized below decks. Directly under Soundwave.

He hesitated only for a moment. This was a chance to find out _exactly _what was making this noise in his mind. To discover if this could help or hinder him. And to get rid of it, if necessary.

Quickly, half expecting the frequency to vanish, he entered the lift, entering his pass code to let him into the stern. It was newly repaired from their last battle with the Autobots. As far as Soundwave knew (which was quite a lot) no one had been down here save the repair drones.

The signal started getting stronger. It was pulsing in his mind. It was _calling _out to him.

Soundwave began to run, long legs carrying him down the hall in pursuit of the noise.

_One way, or another, I'm gonna lose ya, I'm gonna give you the slip, the slip of the lip or another! I'm gonna lose ya, I'm gonna trick ya trick ya trick ya—_

The words cut off immediately as Soundwave rounded a corner, coming face to face with Starscream. He was so surprised he nearly spoke, breaking his customary silence. He had not heard a single one of Starscream's thoughts, or any of his movements: the frequency had encompassed his entire considerable processor.

Soundwave looked into Starscream's optics, wondering if he was down here for the same reason as Soundwave. Had he heard the music as well?

"It took you long enough." There was an edge to his voice, a sort of double voice that made Soundwave suspicious. He started to back away, but Starscream grabbed him by a wing, twisting it painfully out of place.

"Don't try to send a message to anyone." The Seeker's voice was eerily terrifying in a quiet sort of way. "They can't hear you."

Soundwave squirmed, trying to get out of the other Decepticon's grip, but to no avail. With a quick move, he was pinned against the wall. Soundwave tried to assess the wounds the Seeker should have received from Megatron, but there were none. It was as if he had never been damaged.

Starscream smirked, but there was something empty about it. Something that Starscream always had was missing now.

The Seeker ran a talon along the contours of Soundwave's face plate. Soundwave shrank away, not sure _exactly _why he was so afraid. Starscream used his free hand to force Soundwave's face to his level, making optic contact.

Then his mind was opened – _forced open _– and Starscream made his way in.

Usually, his 'special' brand of interrogation was used on some hapless Autobot or a Decepticon stupid enough to cross his faction. It was never used on _him._

His mind was wrenched apart. He went limp, held up only by Starscream's grip on his dented wing. He _heard _the thing that inhabited Starscream and saw that Starscream certainly was still alive in there. He saw what the being in front of him wanted to do to him.

"Let's get started." Starscream whispered, leaning his forehead against Soundwave's.

He moved with a speed unheard of, ripping Laserbeak off of Soundwave's body. The smaller Decepticon had been in recharge, and the violent awakening sent a burst of pain into Soundwave's mind. Starscream casually threw him to the ground. He didn't move.

Soundwave found his mind and lunged at the Seeker, intending to rip him apart for his crime. Starscream dodged it deftly ducking behind Soundwave to grab hold of a wing.

And he pulled.

Soundwave arched away from the pain. Starscream's pede was in his lower back, giving him enough leverage to rip off his appendage. His wing clattered to the floor and he followed, feeling the pain racing through his systems as Energon began pouring from the wound. His arm was limp, unresponsive to any of his commands.

"Have I clipped the bird's wings?" Starscream asked rhetorically. He stepped on Soundwave's back and grabbed his other wing. "Feel free to scream when the time is right."

His talons dug grooves into the floor. He tried frantically to send messages to Megatron, Knock Out, Breakdown or even _Arachnid _but they were being blocked.

Starscream flipped him over, moving chest armor aside to find his prize. Soundwave tried to get away, offlining his pain sensors and error messages as Starscream effortlessly cracked the glass in his Spark chamber.

Agony, disregarding Soundwave's orders, burst into his chest as particles of dust filtered into the crack, disrupting his body's neural network. Every circuit of his body felt like it was on fire and dipped in acid, sending him into a tormenting oblivion.

He didn't even feel it as Starscream carried him to the airlock, keying in the code using Soundwave's number. Nor did he feel it when Starscream opened his mind once more to install a block, preventing him from releasing a distress beacon or any other type of message.

Then the door opened; air pulling Soundwave's body into the atmosphere, to land wherever it would.

Starscream smiled as the _Nemesis _roared in response to his act.

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><p>Review, please?<p> 


	2. The Rising Tide

Author's Notes: Sorry for the long wait and short update! Megatron's inner thoughts are hard to come by. This is basically a filler chapter. We'll get back to Soundwave in chapter three, and see who Starscream is after next. I'll also be updating Signals today or tomorrow so in the spirit of shameless self-promotion, please go and read it!

Title: Tantibus

Universe: Prime

Characters: All the current Decepticons.

The first sensation he experienced was pain. It raced through his circuits, especially in his wings and chest. Then came confusion. _Why _was he in pain?

His optics onlined, clearing the darkness and presenting him with a view of the ceilings of the _Nemesis._

Starscream rolled off the berth, wincing as his damaged wings made contact with the floor. His processor began rebooting, trying to collect the fragmented data of the events before he had passed out. He had done something to Megatron – that was why he was like this.

His comlink buzzed, signaling a summons from Megatron. Cursing with every step, Starscream managed to get out into the hall. He headed to the bridge, ignoring the voices telling him to _look behind you _and _he's _watching.

Megatron was waiting, tapping one claw against his opposite arm. Sensing his leader's anger, Starscream cringed.

"Master?" he could see Arachnid looking at him from the shadows. But there was no sign of Soundwave.

Speaking of Soundwave…Starscream shifted his view to encompass more of the room, but the spy was nowhere to be seen. Perhaps he was off cavorting with the humans, but something told the Seeker it was not so.

"—the rest of my officers are, by any chance?"

Starscream straightened immediately as he realized Megatron was speaking.

"No?"

Megatron lashed out, striking his midsection with one powerful arm and sending him hurtling into the wall. Starscream stifled a cry as his already injured wings absorbed the brunt of the damage.

"What good is a second-in-command who cannot keep track of those under him?" Megatron snarled. Starscream cringed. A shadow rose behind Megatron, drawing Starscream's attention.

"I'll – I'll find them!" Why did they need to be found?

His leader's optics narrowed and the shadow vanished. He glanced at Arachnid before turning to Starscream.

"You have one solar cycle. And if you do not…it will be your own demotion."

Starscream could _feel _Arachnid's smugness from where he crouched.

"I swear it on my Spark, Lord Megatron," he rasped, edging for the door.

"Get out."

Starscream ignored the fresh pain in his legs and scrambled out the door, opening a channel with the medical bay as he did so. Surprisingly, it was Breakdown who answered.

"_Starscream?"_

"Where is Knock Out?" he snarled into the comlink, leaning against the wall for support.

"_He went…out. Again._" a passing Vehicon gave him a glance. Starscream glared.

"Get him back here, Breakdown."

"_He's, uh, turned off his comlink._" Starscream could just imagine the lost look on the former Stunticon's faceplates.

He was going to _kill _Knock Out. Abruptly, Starscream cut off the communications channel, heading back to his quarters. Absently, he keyed in the code to unlock the doors. The alarm beeped, alerting that he had input the wrong code. Starscream looked at the readout curiously.

He had accidentally tried to use Soundwave's passcode to unlock the doors. Strange, but he chalked it up to his injuries. He entered, pausing only to dispel his usual paranoia and lay back on the berth, setting his internal chronometer to rouse him in six megacycles.

The last thing Starscream noticed was the way the ceiling seemed to fall to meet him as shadows danced across the walls.

Megatron knew something was wrong. He had not become commander of the most powerful army the galaxy had ever known by being impercipient. There was something wrong with his army. _Dangerously _wrong.

Soundwave's absence had triggered the suspicion, and Starscream's actions during their last meeting did nothing to disprove the nagging feeling that something was up.

Megatron narrowed his optics as he gazed out the view port. Soundwave, to start with, was not a bot to leave without alerting someone and informing them of his destination. It was simply his way. He didn't even like to leave the ship unless absolutely necessary. Megatron had no problem with that. It kept the _Nemesis _safe from the Autobots and any Decepticon stupid enough to try and take over.

He didn't really expect the errant Decepticon to find any of his missing officers. Knock Out had probably gone racing. Unlike Starscream, Megatron had no problem with letting the small medic out to race as long as he outperformed Ratchet. It had been as test. To see if Starscream or Arachnid knew where Soundwave was.

Vehicons kept looking at him, then backing away. They knew his habits too well. He was content to ignore them.

Arachnid attempting to take revenge for the thorough beating she had received after trying to commandeer the ship? Megatron had figured Soundwave to be too smart for her tricks, but really all it took was a moment of carelessness.

_No. _Soundwave was never careless. Something else was amiss. Starscream was a suspect. His actions today, Megatron realized as he watched a commercial jet pass by without a second glance, were out of the ordinary while being completely ordinary. There was something missing in his optics.

Megatron contemplated the situation. Focus on Soundwave, while letting Starscream possibly run amok? Or leave his most loyal and trustworthy follower (and Megatron could even admit, _friend_) to an unknown fate while dealing with the problematic Seeker?

"_Leave._" He snarled. The assorted troops scattered, terrified to make their leader notice them. Finally alone, he turned back to the problem.

As much as he hated to admit it, it was a simple decision. His friend or his army.

"Soundwave," he said to the empty room, hoping the silent Decepticon could somehow hear him. "You wouldn't have it any other way."

-Review, please?


	3. Awakening

Author's Notes: Update! Update! Yay! While I did have fun writing this chapter, I'm not sure if I got Knock Out quite into character. Please tell me what you think!

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><p>Knock Out couldn't contain the smirk on his faceplates as he sauntered into the sickbay of the <em>Nemesis. <em>He was unaware of the events that had transpired in the past twenty-four hours, and didn't really mind. There wasn't anything to do on the ship worth doing, and the humans were so fun to run off the road.

He perked up from his rumination as Breakdown commed him.

"_Starscream was looking for you._"

The medic smirked. "Our dear commander? And what did he want?"

"_I'm not sure."_

"You're not-" Knock Out fell silent as the telltale clacking noise of Starscream's heels on the floor made themselves known. He was coming. The Decepticon medic debated whether to run or make a stand.

For perhaps the first time in his very long life, Knock Out chose to ignore the panic that was urging him to _run._ After all, there was nowhere he could run.

"It seems that our esteemed commander has decided to make his opinion known to me."

Breakdown paused for a long moment.

"_You're not running?"_

"Pointless to." Knock Out recalled with beautiful clarity the way he had won the race as he straightened out the tools on the cart. He would keep that image in his processor when Starscream was berating him for his absence. "After all, he _is _my commanding officer."

"_I'll be down in ten._"

He smirked. "You know me too well."

The sickbay door opened. In walked Starscream, damaged. As usual.

"Ah, commander Starscream. What is it this time? Body work? Repair job?"

Starscream stepped forward quickly. Startled, Knock Out took an answering step backward, bumping into the sickbay berth.

Then Starscream _jumped, _closing the distance between them and physically picked Knock Out up and dumped him on the berth. He snarled, cutting off whatever protest the other Decepticon was forming.

Knock Out grimaced as his very clean armor rubbed against Starscream's damaged plating, despite the circumstances.

"You." A clawed hand went to his face, holding it in place. "Medic."

"What is _wrong _with you?" Knock Out tried to wriggle out of the larger Decepticon's grasp.

"_You_._" _A claw traced the contours of his chest plate.

Knock Out scanned the area for his Energon prod, but it was – _slag _it was in his quarters. Maybe Breakdown would—

_Breakdown. _He was headed up here. He would have no trouble taking care of Starscream. Knock Out tried to comm. him in order to get him to hurry up, but something was blocking his signal.

Starscream, uncaring of where Breakdown was or what he was doing, reached with his free hand to grasp Knock Out's doorwing.

The medic's optics narrowed. He found courage in his finish.

"Don't you _dare_."

Starscream dared, pulling the doorwing off slowly.

In all actuality, having it pulled off _hurt. _Knock Out couldn't contain a sharp cry of pain as he tried to throw Starscream off.

"What was THAT for?"

Starscream smirked.

Knock Out reached for the sharpest tool he could see, a scalpel designed for slicing through armor. But Starscream noticed and grabbed his arm, pinning it above his head. He leaned in until their foreheads were touching. The medic would bet Starscream could hear his spark pounding inside his chassis.

For the first time, Knock Out began to wonder if there was seriously something wrong with the Decepticon second-in-command.

"I wonder where I shall store you." Starscream gazed around the room, as if it would reveal the answer to his question. "Earth is already occupied by that blasted Soundwave, and your Megatron might find you here."

Knock Out seized upon Starscream's distraction, thanking Primus for all his sparring sessions with Breakdown. He kicked the Seeker in his midsection, knocking him back a precious few feet. Then he jumped up and ran for the door.

His fingers were scant two inches from his escape when Starscream grabbed him by the back of his neck and jerked him back. Knock Out went flying into the far wall, banging his head on the metal.

His optics couldn't focus on the other Decepticon, who was advancing deliberately slowly. He raised his arm (ironically, the one Knock Out had spent a day replacing) and fired, hitting the medic square in the chest. Energon began pouring from the wound. It felt like it was on _fire. _

"What do you want?" he managed to ask.

Starscream shoved his foot on top of Knock Out's chest, digging into the hole the missile had made. Knock Out tried to back away, huddling away from the Seeker.

This couldn't last much longer. If he pushed his heel in any further, it would pierce his spark chamber. Surprisingly, there was no pain. Possibly from shock, but the medic was grateful for its absence.

"It's not a question of what I _want_, medic." He leaned down. "It's a question of what he-"

"Knock Out?"

_Breakdown. _His huge, sometimes dimwitted assistant was just outside the door. Starscream perked up in surprise, getting his heel out of Knock Out's injury. It had acted like a tourniquet, but the blast had hit several critical Energon lines and it was beginning to spurt out, covering his chassis with the bright liquid.

"Breakdown!" Knock Out shouted, clutching his chest wound and hoping the sickbay wasn't sound-proof. "Starscream has lost his mind!"

"Shut up!" Starscream picked him up _again_ and threw him at the door. Knock Out managed to land just the wrong way as his side absorbed the brunt of the impact. Knowing salvation was just on the other side of the door, he dragged himself up and began pounding on the door.

"Open the door Breakdown!"

"He's locked it."

"Well _break it down_!"

Starscream was advancing, with his arm cannons held out before him. Knock Out swallowed and moved away from the door.

A deafening _boom _resounded through the halls as Breakdown hit the door with his hammer. He entered, looking confused, until he saw Knock Out. Then he turned his head to see Starscream.

Starscream fired, but the missile had no noticeable effect on the former Wrecker. The much larger Decepticon charged, but what happened next, Knock Out wasn't sure. His vision was obscured by static and warnings of imminent system shutdown.

All he heard was Starscream screaming, then Breakdown right above him, hauling him upright like a sack of spare parts. The larger Decepticon was half-dragging him outside the sickbay, talking to someone on the comlink.

With each step, Knock Out could hear Energon splatter onto the floor.

Then he couldn't hear anything at all.

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><p><em>One week later<em>

Over time, the sands would cover everything. If left unchecked, they could cover cities, or even entire nations.

As he awoke, he wasn't exactly sure who 'he' was. Whatever had happened to him had definitely done some damage. That was why he was in so much pain.

What was the 'damage'? And who had done it?

He would learn, or remember, in time. He knew that much.

But the sand was everywhere. And getting out of it was his first priority.

Of course, he wasn't sure if the sand was real. He knew the pain was real, because it had followed him. He seemed to recall being all over the universe all at once, yet never leaving his spot.

But _getting out. _That was something new. Something he knew how to do.

Thin, painfully sore arms clawed their way from their dry prison. Sand got into every single joint he knew, and into some he hadn't known existed.

It was exhausting and exquisitely painful, especially around his chest. But it had to be done. Something needed him.

Then he broke free. One hand grasped air, and he hauled himself out of his grave. The cool night air calmed his overheated systems and he felt himself relax.

His optics onlined, and he saw he was in a desert. Summoning his entire focus, he forced himself to stand, but was pushed down as his memories forced their way into his mind.

The _Nemesis – _Starscream – Laserbeak – the Decepticons –

Megatron. His leader had to be warned.

And with that realization, his identity was finally confirmed to himself. It did not need to be spoken aloud. There were more important matters to attend to.

He had to get back to the ship without wings.

He was _Soundwave. _He would find a way.

Reviews are always appreciated!


	4. In Between

Author's Notes: As usual, thank you reviewers! You keep this story alive. On another note, I'm not sure when I'll be updating again (maybe in the next 2-4 weeks?). Apologies in advance for any delays. This chapter isn't too big on horror or anything, but it gets the plot moving a bit. By the next chapter, things will start happening. Think of this as the calm before the storm.

**Disclaimer: **I do not own Transformers or any related characters.

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><p>Breakdown felt only emptiness as he looked at Knock Out's sedated body and thanked Primus that he was a medic's assistant. Wires and tubing were connected to the medic's injured body, most coming from the hole in his chest.<p>

He was no professional, but it didn't look good. Without an extremely qualified mechasurgeon, Knock Out's body would have to heal by itself, which could take millennia due to their limited resources and Breakdown's lack of knowledge.

But he wasn't dead. Not by a long shot. Not like Breakdown's brothers, the Stunticons, the ones who'd been there for Breakdown before Knock Out. Or the Wreckers, who'd been close enough to be brothers.

Now he had no one.

He wouldn't mind making Starscream pay. But Megatron demanded the Seeker remain alive, at least until he revealed what his _plan _was.

Starscream's 'plan' sounded simple enough to Breakdown. Kill off every officer on the _Nemesis. _Soundwave had been missing for more than an Earth week and was presumed offline. The Seeker had just had a little hitch in his plans when Breakdown had thrown him into a wall long enough to get Megatron down to sickbay.

Starscream had acted downright crazy, lashing out against both Megatron and Breakdown and screeching in a strange double-voice about how 'he' wanted him to do this. Then Breakdown had lost patience and hit him in the head, knocking him out.

How ironic, Breakdown thought. How slagging _ironic._

He was now confined to the brig, being questioned by Megatron. About his 'plan', about the whereabouts of Soundwave and of whatever else Megatron thought of. The Seeker was claiming innocence.

Breakdown's musings were interrupted by something skittering in the shadows of the sickbay. He turned abruptly, readying his hammers as he recognized Arachnid's silhouette slinking out the door. He didn't trust her. Especially with his partner lying helpless on the table for the foreseeable future.

Breakdown would have been content to stay with Knock Out in the sickbay and not be tempted to beat Starscream and/or Arachnid into powder, but one of the Eradicons sent him a quick message asking him to meet the surveillance crew below decks.

He reached out and clasped Knock Out's forearm.

"I _will _bring you back. Partner."

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><p>"What is it?"<p>

The Eradicon, nicknamed 4-0 moved aside for Breakdown to get a better look.

"We weren't sure whether we should get Lord Megatron for this."

It was Laserbeak, still and unmoving. Breakdown swallowed. A small part of his processor noted the dried Energon that covered the floor. He would bet his remaining eye it was Soundwave's.

This was very, very _bad. _

"Umm. Okay." He racked his processor, trying to think of something to say. Something intelligent. What would Knock Out say? "Is there surveillance on this level?"

4-0 shook his head. "Fixer thinks that's why Starscream chose this floor."

Breakdown knelt down and scooped up Laserbeak in his arms. The symbiote trembled as it came into contact with Breakdown's body heat. It was still alive, but barely.

"I'm going to take him to Megatron." Breakdown thought for another moment. "Could you and Fixer try and piece together when this happened, exactly?"

The Eradicon nodded and saluted. "Sure thing."

"Thanks." Breakdown turned to leave.

"Sir?"

"Yes?"

"I know this won't mean anything, but I hope Knock Out makes it out okay."

Breakdown tried to smile, but it felt more like a grimace. Still, he appreciated the effort.

"I hope he will too."

Laserbeak shifted slightly in his arms as Breakdown entered the lift. The former Wrecker leaned against the wall and sighed.

He felt a questioning nudge in the back of his mind. He looked down at the symbiote and tried to glare.

"Stop that." Weren't they at the brig yet?

Breakdown could still remember running around Iacon with Soundwave and Megatron, first chasing the Omega Key, then running from Omega Supreme. Soundwave had disturbed him to no end with his disturbing sixth sense around traps and technology. He had been almost thankful to be thrown into the Stunticons and their viscous gestalt.

The lift door opened to the brig level. Breakdown stepped out, ignoring Laserbeak's querying thoughts.

Keying in the access code, he noticed how quiet it was.

Starscream was still in one of the cells, sprawled on the floor. Energon pooled around his body. The blue light of the force field surrounding the cell illuminated the room, giving it an eerie glow.

"Master."

Megatron was turned towards the cell, away from Breakdown. A claw stroked his chin contemplatively. Hearing the other Decepticon's voice, he turned his head.

"Breakdown." His optics went to Laserbeak, then quickly to Breakdown's optic. Breakdown nearly backed up, but restrained himself. "You recovered his body?"

"No – just – the Eradicons found him in the lower decks. I told them to try and find out when Soundwave went in to see where we were then. So maybe we could…find him then." He wasn't sure how Megatron would react if Breakdown implied Soundwave was dead.

But Megatron only nodded.

"At the very least, it will yield some information on when Starscream first began acting out."

Breakdown nodded.

"What should I do with him, sir?" he held up Laserbeak.

Megatron held out one hand. Unquestioningly, Breakdown handed Laserbeak over, glad to have the voice-thought-feeling out of his head.

"Has he said anything?"

Megatron growled.

"He claims to have no knowledge of what he did to Knock Out or Soundwave." Megatron began pacing. "Rest assured, I _will _find out what has been…motivating our second-in-command and deal with it accordingly."

The silver Decepticon resumed staring at the fallen Seeker. No dismissal was offered. Breakdown wasn't sure if he was supposed to leave, or stay or wait for an order to leave.

As quietly as he was able, Breakdown made his way out of the brig, thoroughly disturbed by the look in his leader's optics.

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><p>Megatron had many theories on what had happened to Starscream.<p>

And they all stemmed from one fact.

Starscream was losing his grip on reality.

His extreme changes were triggered by his neurological systems shutting down – hence, why his personality had shifted when Breakdown had thrown him headfirst into the wall. He had woken up scared, claiming to not know what had happened.

He had been acting completely innocent before exhaustion had overwhelmed him. When he woke up, he would be acting insane, Megatron knew.

The innocent (if any side of Starscream could be 'innocent') part knew absolutely nothing about what was going on. The malicious part was the instigator of the whole thing, but claimed another part of Starscream wanted him to do it.

Unicron? Dark Energon? Or had the Seeker simply come down with a case of space madness?

He wanted to know what Starscream had done to Soundwave, so he could repay the favor in full. He missed the former gladiator's familiar presence at his side.

At the thought of Soundwave, Laserbeak stirred in his hand, sending a querying thought to Megatron.

"I don't know where he is." The symbiote raised his head slightly. "His signal is blocked, or he is offline."

Laserbeak sent _fear _in response.

"Can you find his location?"

A half-confident _yes _was his answer. Laserbeak shifted, trying to curl up in the palm of his hand.

"You need Energon."

_Hungry. Tired._

"Alright. But this had better not be a waste of resources."

Laserbeak acknowledged the half-threat by burying his head under Megatron's thumb.

Casting one last glance at the stasis-locked Starscream, Megatron left the brig.

* * *

><p>He refused to turn off his pain receptors.<p>

The pain was the only thing keeping him sane. Whatever Starscream had done to him had been very thorough, leaving him unable to communicate with the _Nemesis _via his comlink. He was doing his best to override the codes, but it would take time he might not have. Of course, he could talk, but that would only attract the humans that were tromping through this desert area in search of aesthetically appealing landscapes and spiritual enlightenment. Soundwave was doing his best to avoid them.

Night had fallen, leaving him alone with his pain. He listened to the sounds of the desert in an attempt to distract himself from the pain. But there was only so much sound the desert could make.

So he turned to examining his injuries. Both his shoulder wings were ripped off, leaving him unable to fly, so getting back _that _way was out of the question. And he'd probably crashed into a rock formation falling to Earth, because his side was split open. That certainly hurt.

But the thing that hurt the most was his cracked spark chamber. Sand was getting into it, and from there it was getting into his internal systems, mucking up everything _splendidly._

But even his pessimistic assessment of his injuries only took so long.

He traced a pattern in the hard ground beneath him. He was leaning against a huge pile of rocks mostly obscured from view.

He had been a gladiator before the war, like Megatron. No pain was a sign the end was near. No pain was when there was no chance you could be saved, when the only thing left to do was end it quickly so the cameras filming for the gamblers in Iacon couldn't portray the screaming, begging mechs with legs and arms cut off.

Soundwave looked to the sky. Giving up wasn't an option. It was what had kept him alive in the arena and kept him alive right now.

Someone would find him. Even if the Autobots on patrol found him, he could work with that. He was going to get back. He let himself be content monitoring the transmissions of the humans who were utilizing the Internet in the small town to the far east.

Abruptly, Laserbeak became aware.

Soundwave perked up, trying to contact him, but it was like trying to talk through a one-way glass to a mech missing his optics. He could see what Laserbeak saw. Breakdown carrying him to the brig, thinking paranoid thoughts while worrying about Knock Out—

What had happened to Knock Out? Soundwave would find out, but it didn't bode well for the rest of the ship's crew.

Then Laserbeak was in Megatron's hand, and they were talking.

"_I don't know where he is. His signal is blocked, or he is offline."_

"_Can you find his location?"_

Soundwave dared to begin to hope.

"_You need Energon."_

He began working again at the codes. Laserbeak would need all the help he could get.


	5. Into the Fire

Marathon chapter readers, in which things happen! This probably should have been broken into two different chapters, but I have something new planned. Just to clarify, this takes place in a little AU where Starscream didn't leave the Decepticons after 'Partners'. He is (_was _in the case of this story) second-in-command, while Arachnid takes over if he's unable to.

* * *

><p>"Arachnid."<p>

The interim second-in-command was just a little startled, but she covered it well. She had been observing the Seeker since Megatron had taken up residence in the sickbay. Starscream had just onlined.

"What do you want, Starscream?"

The Seeker snarled, throwing himself against the energy field. Arachnid watched passively as it repelled him, sending him into the far wall.

"You would do well to watch your tone of voice _Arachnid._" His voice seemed to be layered due to the interference from the cell's energy field.

She allowed a smile to form on her faceplates and leaned in closer, not flinching back when Starscream lunged but didn't hit the field.

Their faceplates were mere inches apart, separated by a thin energy field. If it had not been there, Arachnid held no doubts that Starscream would be trying to kill her, no matter what he was going to do next.

She was putting the emphasis on _try._

"What do you want, Starscream?"

He smirked.

"My master would like certain…how to put it? _Players _taken out of the game."

"Your 'master'." It wasn't meant to be a question, but the Seeker interpreted it as one.

"_Unicron_." Starscream said the word as a devout disciple would utter the name of his prophet. Arachnid decided to ignore Starscream's demeanor in favor of hearing more about 'Unicron's' plans.

"And which players would that be?"

Starscream gave a bark of an echoing laugh. "Do not worry, Arachnid. My master remembers who assisted his heralds."

She narrowed her optics. This was the tricky part. Starscream had just confirmed her suspicions. He was definitely out to get her.

After what she had done while Megatron was being controlled by Unicron, Arachnid had known her time on the _Nemesis _was winding down. But now, with Starscream gone, Knock Out and Soundwave dead or out of commission and their partners trying to save them, now might be the perfect time to get out with her spark intact. Then she could get on to more…enjoyable pastimes compared to trying to run a half-dead army.

"What do you want, Starscream?" she repeated.

His optics, purple from the filter of the blue shield, flitted over to the keypad.

"Let me out."

Arachnid smiled amiably.

"_My_ passcode doesn't work, as you should know. Megatron isn't exactly into trusting his first lieutenants."

Starscream smirked and drew a single claw in a straight line down the field as if that might slice it open.

"But Megatron _does _place a certain amount of trust in those…under us."

Arachnid returned the smirk. It felt much more natural on her face than a smile.

"You have been a bad boy, Starscream."

As her fingers keyed in the numbers he recited, she was poised to leap into the hole in the ceiling she had made getting in here. Starscream would fit, but the route she planned would conveniently take them past the sickbay – past Megatron and Breakdown. She would let Muscles deal with the crazy Seeker.

She heard the force field powering down.

She heard Starscream's triumphant shriek as she leapt into the hole, using her multiple legs to power through the layers of floor and probably very important circuitry. She heard Starscream clamber in after, clumsily ripping through her path.

This was going to be so much fun.

* * *

><p>"Have you found him yet?"<p>

_Confused _was his answer. He was shown grainy images of the desert, sharp feelings of pain in his body and the noise that threatened to overwhelm him. _Where?_

"That's what he's seeing?"

_Yes. _

So Soundwave wasn't dead yet. Megatron felt himself relax. So this wasn't just a pointless exercise.

"But you can't find exactly where?"

What Laserbeak sent him next felt like diluted confusion. Like someone else was –

"Soundwave doesn't know where he is."

_Working _was his next thought. They were working on it. His optics went to Breakdown, who was trying to do something to Knock Out's body, paying no attention to Megatron at all.

Laserbeak shifted on Megatron's shoulder plates in concentration.

_Utah. Desert. _They both felt Soundwave flinch away as a huge gust of wind blew dust onto his open wounds. Static obscured their view of the desert for a long moment.

Then for a second it was crystal clear. Soundwave had cracked the code, or Laserbeak had cracked Soundwave's mind. Megatron contacted groundbridge control.

"This is Megatron. I need a groundbridge to these coordinates_. Now._"

"Right away sir."

Laserbeak shuddered as the live feed from Soundwave abruptly went black. Megatron put him on the table.

"_Stay._"

"I'm coming for you!"

Breakdown and Megatron both looked up in surprise, just in time to see Starscream racing through the halls. The former Wrecker brought out his hammers. Megatron could see it was taking everything he possessed to hold back.

"Permission to kill, master?"

"Permission to terminate Arachnid. Starscream will come for her."

Breakdown glared, but he would do as told. He looked at Knock Out one last time and ran out the door, readying his hammers. Megatron was quick to follow.

* * *

><p>He was so tired, but the codes were nearly cracked. He could feel Laserbeak on the other side of their link, trying to find him. Megatron was with him. He was aware of Breakdown in the room and Knock Out too, though the medic's presence was very faint. Almost nonexistent.<p>

The hikers above him were trying to find their nirvana. Sound carried well in this air. He could hear every breath they took, every beat their heart made, every piece of gravel their feet displaced.

He could feel his grip on life slipping. Against his will, it was starting to hurt _less_. He was getting distracted too easily.

Safety was so close. He _was not _allowed to die today.

A strong wind hit him, blowing sand all over his body. It was a painful awakening, but it opened his mind. He had the coordinates. He sent them to Laserbeak in a concentrated burst, using the last of his energy.

Just like that, the pain vanished. Soundwave couldn't feel anything, not even the cracks in his spark chamber. He had just pushed himself past the point of endurance his body could take. Just in time.

He allowed himself to lay sprawled on the ground as the sky went black above him.

* * *

><p>Megatron and Breakdown had split up at a certain point. Megatron had gone to the groundbridge command center, and Breakdown had headed toward the lower levels, in the direction of Starscream's shrieking voice and Arachnid's taunts.<p>

It was open, and waiting for him.

Megatron stepped through the bridge onto the Utahan desert, nearly onto Soundwave.

He hadn't expected _this._

Soundwave, obviously in stasis (or offline) was sprawled on the ground. His wings had been ripped off from the shoulder. When he knelt to turn the spymaster over, he flinched when he saw the cracked casing and the side wound that had nearly torn him in half.

He was surprised Soundwave lasted this long.

As gently as Megatron could be, he picked Soundwave up, trying not to aggravate any of the injuries. It was a balancing act. He couldn't just drag Soundwave away unless he wanted one of his arms to fall off, yet fully picking him up might open the very deep wound in his side even further.

Megatron settled for half-carrying Soundwave along in front of him with one arm on his waist, holding it together.

He tried to move slowly, to not let the urgency of the situation come into his actions. But it was a fact that Starscream was loose again and he was _not _going to have another chance to take Soundwave's life.

He reentered the _Nemesis, _only to come faceplate to faceplate with Arachnid.

And he realized it.

The groundbridge was her way out. And he was in the way.

He and _Soundwave _were in the way. Soundwave wouldn't survive another hit.

_She can be a handful, especially when she's cornered._

It was similar to the choice he'd had to make before, when choosing between finding Soundwave, and finding out what was wrong with Starscream. He had chosen as the leader of the Decepticons.

Choosing as the leader of the Decepticons would mean Arachnid would be stuck on the _Nemesis _to face the consequences of letting Starscream out. But Soundwave would be dead once she attacked. He was in the perfect position to be a shield. And he was nearly dead.

But then he _would _be dead.

It all went through Megatron's processor in a Nanoklik.

He leapt out of the way as Arachnid lunged, poised to rip Soundwave apart. Her momentum carried her through the groundbridge and onto the hard-packed desert floor.

"Shut it down." Megatron snarled to the attending Vehicon as Breakdown ran in. "And not a word about this – to _anyone_."

* * *

><p>"The damage is severe, but fixable." Breakdown considered the scale of the project. Considering the amount of resources they had and the fact that he actually knew what he was doing, he was hopeful. "I estimate two earth days, tops."<p>

"I am instating a lockdown of the _Nemesis,_" Megatron said. Laserbeak was perched on his shoulder, watching Breakdown very intensely for a deployer who had no face. "I will land the ship and we will remain there until this problem has been dealt with. Once you repair Soundwave we will be able to hunt Starscream down."

Breakdown nodded quickly. Megatron seemed unusually aggressive, watching Breakdown with intense optics as he pushed as many painkillers into Soundwave's body as it could safely hold.

He didn't know exactly what had happened in groundbridge control. All he knew was that Arachnid had gotten away when Megatron had been in the same room.

And now Soundwave was here, a few steps further from death than Knock Out.

Megatron walked out with Laserbeak still on his shoulder. Breakdown waited until his footsteps faded until he picked up Soundwave and deposited him in the decontamination chamber and cranked the settings to its highest. That should take out most of the sand, and as Breakdown closed off Soundwave's injuries he would be able to scrape the rest of it off.

He hoped Megatron would take a while finding somewhere to land the ship. Breakdown didn't need him staring over his shoulders.

The chamber beeped, proclaiming the decontamination was finished.

Breakdown opened the chamber, carrying Soundwave to the operating table. He hesitated for a moment before strapping the Decepticon down. It wouldn't do to have Soundwave wake up in the middle of this.

He turned around abruptly, hearing something – or someone – step into the sickbay. But there was nothing.

Shaking his head, he turned back to Soundwave.

The wound in his side was the most problematic right now. Sighing at the upcoming delicate work, Breakdown grabbed a scalpel.

Soundwave was confused. His memory files were hazy, as if he was overdosed on painkillers. What had happened to him after he'd sent the coordinates of his location to Laserbeak?

He tried to sit up, but found himself restrained.

Panic flooded his neural net. Irrational panic, memories of his life before the war when he'd been a science experiment on sound control. Soundwave fought back, trying to escape from what was holding him down.

"Soundwave." A familiar hand was on his arm, reassuring him. He felt himself calm down as quickly as he'd panicked.

His optical feed onlined, and he was presented with a view of the sickbay of the _Nemesis. _

"Soundwave."

He nodded in acknowledgement. Megatron –and Laserbeak thank the Allspark – stood above him. The Deployer glided from Megatron's shoulder to the sickbay berth, leaning his head against Soundwave's.

"Breakdown says you will be free to go in about six megacycles."

He was going to be stuck here for six megacycles, strapped down to the operating table as the welds were given time to set. Quickly, he looked down at the rest of his body. His spark chamber had been resealed, and the gash in his side patched up. He could feel his wings.

Megatron straightened as Breakdown's voice roared over the comlink.

"_Starscream's been busy, Master! The Eradicons are tracing his signal right now!_"

Megatron turned back to Soundwave as if he was going to say goodbye. Soundwave gave Laserbeak a small mental nudge, and he flew back to Megatron. Megatron gave a short nod and ran out the door.

As soon as the door closed, it came back into Soundwave's mind. The signal. The frequency.

_No. _This was not happening. He was supposed to be _safe _here.

Starscream dropped down from the rafters, smirking. Soundwave fought against his restraints, knowing it was futile.

"Well well." His voice had an eerie echoing quality to it now. A claw traced the outline of Soundwave's visor. "It seems fate has decreed we meet again."


	6. Mind Games

Author's notes: 99.9% of this was written before 'Triage'. All I can say. Can't say I'm entirely happy with the way the last bit of the chapter turned out, but that's for you to judge.

"Your communications relay is still offline. And if you even _think _about calling your little friend in with your telepathy, I will rip him apart and force you to watch."

Soundwave was completely still.

Starscream smirked, slinking to the other side of the sickbay. Soundwave watched him cautiously, trying to figure out what the Seeker was up to.

"What kind of mech would I be to let you die strapped to the operating table?"

Soundwave didn't grace the statement with a reply. Slowly, Starscream made his way back to the table, hand outstretched as if he was about to take off the restraints. The other Decepticon began to hope.

With one claw, Starscream keyed in the code. Soundwave felt the restraints on his arms unhitch.

Starscream moved to access the other restraints, but paused. Soundwave became even more still.

Abruptly, the Seeker leapt up and aimed his missiles point-blank at Soundwave's spark chamber.

"He – _I _might have given you that advantage once, Soundwave, but I will not."

With one arm, Soundwave knocked Starscream's arm cannon out of the way as he fired. They missiles hit the opposite wall. A warning alarm went off. The Seeker snarled. It would take about a minute for them to reload, and Starscream wouldn't fall for that trick twice.

Starscream backed up and threw himself at Soundwave, claws outstretched. Soundwave twisted his body, angling his shoulders towards the Seeker, trying to present as small a target as possible. Starscream collided with him, talons slicing through his armor and protoform alike.

Not for the first time, Soundwave was glad for the painkillers Breakdown had given him. He stretched one arm out, grasping Starscream's wing. The Seeker growled at him, perhaps thinking Soundwave was trying to rip off his wing.

"My master will have you dead. Every last Decepticon on this ship will-"

Soundwave slammed his head into Starscream's, cutting off the other Decepticon's threat. He pulled down on the wing as hard as he could, flipping the stunned Seeker off the berth.

The console was just out of reach, and Starscream was already getting up. Soundwave looked at his newly-repaired side and felt a sliver of pity for Breakdown. He was going to have a lot more work to do.

He reached_, _feeling the unset welds peel away, exposing even more protoform and sliced Energon veins. Energon was slowly beginning to drip to the floor.

The tips of his fingers brushed the keypad as he felt the last of Breakdown's repairs give way. Quickly, he freed his legs, unsure if he would be able to walk in this condition.

Starscream picked himself up, cursing and snarling under his breath. Soundwave felt a small jolt of fear rush through him as he looked into the Seeker's maddened optics.

This was not Unicron. This was insanity. Starscream wouldn't think twice about drinking the Energon straight from his body.

His legs were barely responsive, but he managed to drag himself off the table and stand unsteadily across from the Seeker.

"I'm going to eat your _Spark _for that."

At least he was on his feet. Soundwave did a quick mental check of his situation. While the sickbay was packed with instruments with double uses, they were all on Starscream's side of the room. He hoped the Seeker was too deranged to realize that fact.

He had to get a hold of a weapon. He couldn't rip apart Starscream with his bare hands, even if he wanted to.

Starscream smirked, firing his missiles. Soundwave dodged, but Starscream had anticipated the move, he collided with Soundwave's slamming them both into the wall as the missiles hit the floor.

Alarms began ringing. Starscream's optics became panicked for an instant, but the look was replaced by his now-usual deranged expression.

"Let them come. LET THEM ALL COME!"

He dug his claws into Soundwave's side. Despite the lack of pain, Soundwave could _feel _Starscream digging inside him, viciously ripping his internals out. Mentally, Soundwave thanked Breakdown again for the painkillers. He hit Starscream in his abdominal area, feeling the Seeker jump off him. Despite his madness, Starscream's aversion to pain (and his tolerance for it) remained, but only for a second he forgot he could tolerate pain.

He dragged Soundwave upright, wrapping one taloned hand around his throat. Quickly, Soundwave used the last of his strength to kick out the Seeker's legs from under him. Thankfully, Starscream had been standing in a pool of Soundwave's Energon. He slipped, slamming his head into the operating table, but he was still online, cursing Soundwave and asking his master for help.

How was he supposed to disable (or kill) the Seeker now? He could always try to shut down Starscream's consciousness, but that was a two way road. And the last time Starscream had been in his head…

"Playtime is over, little bird."

And he would have to get close enough to touch him. And he could barely even feel his legs, never mind move them. If he tried, he'd probably end up on the floor, unable to get up. Then he would be dead.

Starscream sat up, watching Soundwave warily. He spat out Energon from his mouth in contempt. Slowly – Soundwave _knew _Starscream knew he couldn't walk – he stood.

"Just for that," he snarled. "I'm going to make it hurt."

Advancing at a deliberately nonplussed pace, Starscream walked toward him. It wasn't as if Soundwave could _run. _The third in command took a quick look at his side. Wires hung out of it, and he could definitely see one of the main Energon lines in his body glowing in there. Energon was running down his leg.

His head snapped back up to Starscream. The Seeker was mere centimeters away from him.

All Soundwave needed was a simple touch for a chance at survival.

Starscream obliged, grabbing both Soundwave's arms with one hand and pinning them above his head. Soundwave didn't bother to resist.

He forced his way into Starscream's mind, past his delusions, past the inevitable outcome that befell every Starscream into –

Starscream had attacked his own mind, before. But only to shut down his communications network. This time he wanted to inflict _pain._

Soundwave answered the attack with one of his own. His body was completely still, but Starscream was moving while holding Soundwave in place. He refused to let the Seeker see how he was being affected.

The Seeker's attacks felt like a hot, thick liquid that wanted to leech into every crevice and take complete control of him. He was trying to guard his motor functions, which was what Soundwave was after.

Soundwave did his best to avoid the attacks, but it was an uphill battle. Navigating Starscream's mind was like trying find one's way through a strange and hostile city blindfolded and being attacked. The alarms were still blaring, hurting his audials. Shouldn't someone have come to see what had happened?

Starscream might have been more vicious, but Soundwave was experienced. Even so, his mind was slowing down, and his body couldn't remain operational for much longer.

A shudder went through his frame. Starscream smirked. He was more outside than in, more willing to see the physical effect of his attacks than what was actually going on inside their minds.

Soundwave would oblige, he decided, if only to distract his opponent. He began to allow the physical effects show, twitching and trembling. He was half glad Starscream was holding him up.

_There. _He felt his mouth twist into a smirk resembling Starscream's as the Seeker realized what he'd done. If he had been a mech prone to gloating, a speech might have been in order. Instead, he waited to see Starscream's reaction.

He'd expected fear. What he got was astonishment, then anger.

"You-" his motor functions were failing. He pulled Soundwave off the wall, then crushed the other Decepticon against his body, claws piercing his back as the maddened Seeker tried to get to his Spark chamber through his back. Soundwave let him, though he felt one of his wings beginning to fall off.

Starscream looked into his optics. A final, huge mental attack made Soundwave's back arch in an attempt to get away from the attacker. Static obscured his vision. His hands clenched, denting Starscream's forearm plating. He couldn't contain the smallest exclamations of pain as Starscream ripped a path through his mind.

Starscream let go of him, collapsing to the floor. Soundwave followed, his back hitting the wall. He could feel the echoes of Starscream's madness in his mind. The attacks had half worked. He felt completely submissive to the Seeker. If Starscream hadn't been stasis locked, Soundwave would have been powerless to stop the Seeker from torturing him to death.

The door hissed open. Megatron and Breakdown stepped in, prepared for battle. Soundwave didn't have the energy to raise his head to acknowledge either of them.

With quick steps and sharp orders, Megatron was at his side, Breakdown was securing Starscream and dragging him to the brig.

The door shut behind the former Wrecker.

"What did he do to you?"

Soundwave couldn't bring himself to move. He was going into stasis too quickly. Or he was dying.

Megatron knelt and looked into his facemask.

"Soundwave."

He didn't – couldn't – answer. Most of his focus was in his mind, the loss of control. And how Starscream had trampled through it as destructively as he knew how. Starscream now knew every thought, every feeling he'd ever had.

Megatron sighed loudly, hauling Soundwave to his feet and laying him down again on the operating table. He made no move to restrain him, for which Soundwave was grateful.

"I left Laserbeak with the Vehicons." Megatron said finally. "And I will make certain Breakdown will not restrain you when you awaken."

His hand touched Soundwave's shoulder.

"I will remain with you."

Soundwave didn't reply.


	7. Always

**Author's Notes:** Hurray for updates! Personally, I think this chapter felt rushed, but it had to happen sometime. Unfortunately, this fic is coming to a close, but never fear, we will find out what makes Starscream tick.

Thanks to the usual suspects for reviewing – I promise this time I will respond! And to those who I bounce ideas off of.

* * *

><p>What exactly had happened in the sickbay, Megatron was beginning to suspect he would never know. These incidents of not knowing were becoming more and more frequent as the situation with Starscream escalated, and he was not amused by it.<p>

He knew Soundwave had gotten free thanks to a temporary lapse in Starscream's judgement.

He knew Starscream had spent a good part of the time torturing the third in command. But whatever Starscream had done went beyond the physical extent of his injuries. Though these new ones were severe, Soundwave had survived worse.

And he knew Soundwave had sent Starscream into stasis lock, which he hadn't woken from yet.

And he knew that something was wrong with Soundwave. The spymaster had been acting erratic since emerging from stasis. Breakdown was keeping him in the sickbay for observation, due more to Megatron's implied statements than any actual threat to Soundwave's health.

He didn't need Soundwave to go running off into some deserted storage room for a week. Starscream was a problem that needed to be dealt with as soon as possible.

He had paused outside the sickbay. Breakdown had been given the night off, and he had headed down to the lower decks with several containers of high-grade, poking another hole in Megatron's excuse for keeping Soundwave in the repair bay for another night.

Megatron opened the door. In the dim light, Soundwave and Laserbeak looked slightly washed out. He knew they were both online.

He approached the operating table slowly, giving Soundwave time to sit up. But he didn't.

That irritated Megatron. Not the lack of respect (Soundwave couldn't pull off the disrespectful look if he sat around terminals with his feet on the monitors) but the fact that Starscream had laid something in him so low he didn't see the point in sitting up.

"What happened to you?"

Soundwave looked away.

"I saw what happened on the security monitor." He had seen the physical fight, but Starscream had pinned his third to the wall and Soundwave had gone still for a few moments. Then he had started to struggle, obviously in pain, and Starscream at some point let him go before trying to rip his Spark out.

A part of him couldn't help notice Soundwave was trembling, either from lack of Energon or trauma. He could think of no speech, no threat, that would shake Soundwave out of this state of mind.

He would have to try.

Turning to face Soundwave, Megatron let his hand rest on his third's shoulder. Soundwave looked at it but didn't move back.

"He will not get another chance to attack you. I will make sure of that."

Soundwave tensed.

"I will kill him myself. This madness has gone on long enough."

"_Madness…"_

"The army is falling apart." Megatron straightened, considering how to end the Seeker's life. If he tried to draw it out, Starscream would surely find a way to escape again. As much as he was loath to admit it, a slow death would be the only option.

"_Falling apart."_

"What are you saying?"

"_Madness._"

Starscream's mind was a damaged one, and it was through those lenses that Soundwave was beginning to see the world.

He no longer saw the warship as a place of safety. It was a place of threats, of backstabbing of injury and betrayal. He wanted to leave, to escape the confines of the sickbay but only a loyalty half of him detested kept him on the table. But he didn't even have enough confidence in himself to try and leave.

Soundwave trembled as the Seeker's voice ran through his processor.

"_Kill him. He would never suspect your _loyalty_ to me." _The word was like poison to Starscream, even when applied to himself.

"_No." _if he could just wait it out, Starscream – the real Starscream, not the voice in his head – would bring himself down. It was inevitable.

"_Not this time, Soundwave. I am capable of breaking my patterns."_

"_No."_

As much as it hurt, Soundwave dug through the imprint the Seeker had left on him, trying to find some way to communicate to Megatron exactly what was wrong with him and if they would just wait –

The remnant of Starscream wormed its way into his memory core. It was digging through his past.

It occurred to Soundwave that he was insane, and that what was happening to him was being induced by his earlier trauma. In theory, he could stop what he was doing to himself and cleanse himself of the Starscream remnant in his mind. But he allowed himself to continue, certain his insane half would find some useful information to use against Starscream.

"He will not get another chance to attack you. I will make sure of that."

Soundwave tensed at the mention of the attack, because he had just induced one.

"I will kill him myself. This madness has gone on long enough."

"_Madness…" _it was not a clear enough word, or a word that could explain what Starscream was going through.

The figment of his processor reared up to attack at the threat to its imagined life.

"The army is falling apart."

Indeed. And killing Starscream would solve none of it.

"_Falling apart."_

"What are you saying?"

"_Madness._"

The urge to kill was almost overwhelming. To snap, to give himself over to the Starscream that was fast becoming a permanent resident in his mind.

The only thing that kept him back was the knowledge that if he did, he _would _become the new Starscream.

Abruptly, he sat up, feeling the insanity give off a wordless exclamation of delight. He turned his body toward Megatron and leaned forward until his visor was half an inch away from the warlord's optics.

"An explanation."

Megatron started, and it took Soundwave a second to realize he had used his own voice, or something that sounded pretty close to it.

He closed the distance and made the connection.


	8. Roads Untraveled

Author's Notes: This wasn't exactly how I planned it, but the writing/characters took over frankly, in a way they haven't for a while. So I've been ignoring my email alerts for new chapters and whatnot in favor of the wonderful gift of inspiration and I think I forgot to reply to someone's review. Sorry about that! Onward! (Also if anyone is confused, I don't blame you, and it should be clarified within the next chapters).

* * *

><p>The mental connection to Soundwave was foreign, yet familiar. Soundwave had shared his thoughts with Megatron before, and it had been like talking to the other Decepticon.<p>

This was different. Though he could see the sickbay with perfect clarity, he could sense Starscream's presence. It was so close, nearly close enough to touch. Instinctively, he looked around, but there was no one. This was all in Soundwave's mind.

Soundwave was trying not to allow him into his mind fully, but Megatron pushed past his barriers, feeling the burning stabs of pain all over his body as he did so. He 'stood', following Soundwave outside the sickbay and into the lift.

Starscream was whispering to Soundwave coaxing him to do something. The other Decepticon was resisting, but Megatron could tell it hurt.

"What did you want me to see?" he asked. They exited the lift.

The lower levels. The lights flickered, and Energon pooled on the floor. Carefully, Megatron stepped over it.

Soundwave 'guided' him to the center of his pain. Starscream. Megatron could picture the Seeker flying around in Soundwave's mind. He resisted the urge to pull Soundwave away from it, the invasion, the insanity, whatever it was.

"His madness." Soundwave's voice was quiet. He had no need to use another's wordss here.

"I know he is insane, Soundwave. What could possibly-"

"_Look._"

Megatron gave the other Decepticon a sideways glance, but stared into the space that was undoubtedly occupied by Starscream. It swirled as he looked at it. Emotions seemed to jump out at him from every direction.

_Angry-uncertain-angry-loyalty-death-kill-Decepticon-death-insecure- _visions of the war, of the ship, of himself began to pop to the surface. Then images of him – Starscream – injuring Soundwave and Knock Out and the overwhelming feelings of _accomplished-good-finally-retribution _began to invade his mind. Starscream breaking free. Finding him. Killing him last of all.

Soundwave pulled him away. Megatron realized he had been staring for too long.

"I can hear him," Soundwave said quietly. "I was not sure what it was until I discovered him in the lower decks."

"For how long?" Megatron considered, then rephrased the question. "How long has he been like this?"

"I have heard the signal longer than I can remember."

Megatron thought. About the images, the emotions, what Soundwave had just said.

"He is still insane."

"But he will betray himself." A particularly strong urge to _kill _raced through their minds. Soundwave faltered, but continued to speak. "If we allow him to."

"And that will fix his mind?"

"Possibly."

It was the presence of _Starscream _that made him do what he did next, Megatron would tell himself later. It was the fact that Soundwave was telling him to let Starscream live after all he had just lived through.

Megatron seized Soundwave by the shoulder, intending to push him to the ground, but a nearly invisible wall appeared, keeping Soundwave upright.

"_He'll never know what hit him." _Starscream was whispering in his audio receptor. Megatron shook his head, trying to dispel the voice. It receded, but he could hear it speaking in the back of his mind.

The other Decepticon was still. Waiting. Was Starscream talking to him, or to Soundwave? To both of them?

Slowly, he let Soundwave go. The Decepticon dropped to the ground, landing on his feet.

"Explain your plan."

"I believe that Starscream's mind will betray himself, if given the correct circumstances."

"Which are?"

Soundwave looked into his optics. Megatron would be a liar if he claimed he liked that look.

"The chance to complete his mission."

"I will not allow Starscream to have a chance at my life."

"He will not be able to take it."

"How do you know?" the warlord leaned down to look into Soundwave's visor.

"He was not able to kill me, or Knock Out."

"Circumstantial," Megatron snarled. "I don't want to-"

"I can see it in him."

"That?" Megatron gestured to the space occupied by Starscream. "How do you know he isn't lying to you?"

Soundwave backed up slightly.

"Because he doesn't know it himself."

Megatron couldn't argue with that. Couldn't argue with Soundwave, if for whatever reason the mech wanted the second alive, it made sense to him.

"Why do we need him alive?"

"The cause needs a second in command." Soundwave grasped his arm. The connection opened his mind to allow Soundwave's reasoning into his own processor.

There was Megatron. The leader. The figurehead, the cause.

Then there was Starscream. The one who would be the scapegoat, the sacrifice so no one else would get the wrong idea about rebelling. The one who understood why it needed to happen, and the one who could take over if Megatron was dead, because he _understood _what it took to lead. He knew this. The 'sane' Starscream knew this.

"I see." Megatron didn't, not really, but he saw what Soundwave knew. That had to be enough. Soundwave nodded.

Then he was back in his own body. The floor he stood on felt so real, so solid, he nearly knelt to touch it.

He looked at Soundwave. The Decepticon leaned back, giving them both their space.

"We will try."

Soundwave acknowledged by getting to his feet. He was silent again.

"Soundwave. Once Starscream is 'cured', will you return to normal as well?"

The other Decepticon hesitated before nodding. Megatron wasn't quite sure what to make of that, but he didn't press the issue. He trusted that Soundwave was telling the truth, or that he would figure out a way to fix the issue before it became a problem.

"Let's get started."


	9. Victimized

Author's Note: Second to last chapter everyone! The epilogue should be up by Monday or Tuesday. Thanks to all the wonderful reviewers out there who never fail to make my day; this story would have died a long time ago if it weren't for you. Onward! (I promise, if you haven't figured out what's up with Starscream, it will be explained next chapter)

Warnings: Character death.

* * *

><p>"Breakdown."<p>

He had studied the footage of Arachnid and Starscream's interactions after the fact.

"What do you want, Starscream?" he echoed Arachnid's words, though he hated to copy anything the spider-bot did.

"Some time ago, I seem to recall saving your skidplate."

The Seeker was a mess. He was still covered in Soundwave's Energon, and his optics carried the dazed look of one who had just woken from stasis. But he seemed to be somewhat in control of himself.

Breakdown resisted the urge to argue with the fact that Starscream had done no such thing.

"My master remembers the debts of those beneath him." Starscream continued, seeming to not care that Breakdown hadn't replied. "I'm calling that debt now, Breakdown."

The former Wrecker stiffened. It wasn't supposed to be this easy. Thankfully, Starscream took his hesitation for squeamishness at the task that lay before him.

"_If _I help you-"

Starscream threw himself at Breakdown, repelled by the force field. He slammed into the opposite wall, but didn't appear bothered.

"You are in no position to bargain, Wrecker! You will help me, and as such, you will _not_ receive the fate of your gestalt!"

Breakdown growled, but had to restrain himself from trying to attack the Seeker. "Fine."

"Now open the cell."

"_Fine._"

Slowly, he keyed in the numbers, listening to Starscream recite the code perfectly. As the force field dissolved, he couldn't help but take a step back as the Seeker emerged, wings hiked up in a display of dominance.

"Let's go." His voice, either from overuse or a new programming glitch, sounded as if it had developed an echo.

Breakdown turned to head toward the bridge, but Starscream beckoned him to go the other way.

Toward the sickbay.

"Why are we going there?"

"I have some unfinished business to attend to." Starscream laughed. It echoed in the empty halls.

Breakdown followed him, trailing behind the Seeker even as Starscream entered the room. He saw where Starscream was headed.

"No."

"Yes. I swore to my master every Decepticon on this vessel would be destroyed!"

The other Decepticon looked at Knock Out's body. He hadn't had time to do much in way of making it look _better; _there had been no time. But it was just _wrong _to kill a bot when he was lying half dead like this, not even moving.

Breakdown's optic widened. His Spark felt like it had stopped beating.

Knock Out _was _moving. His fingers were twitching and his optics seemed to move restlessly under their plating.

It was either a miraculous recovery, or Breakdown had misjudged the extent of the damage.

Probably the latter, Breakdown decided sourly. He bit back a curse as Starscream observed the medic beginning to awaken on the table.

"It seems I left the job more than incomplete." Starscream mused. "No matter. Kill him."

"_What?" _

"You heard me!" Starscream's double-voice was shrill. "You heard me and you _will _obey!"

Knock Out's optics opened fully. They scanned the room; he was probably wondering where he was. From the angle the medic lay, he couldn't see Starscream, but he could see Breakdown.

The plan, or Knock Out? The plan or Knock Out? _TheplanorKnockOut?_ For one horrible moment, Breakdown realized how Megatron must have felt when he originally chose to pursue interrogating Starscream over finding Soundwave. He knew what Megatron had chosen, and Soundwave had managed to come back, but now _he _held Knock Out's life in his hands. He would be solely responsible for whatever happened next.

"I – I can't." not while Knock Out was struggling to sit up amongst coils of wires and machines while managing to keep his optics on Breakdown the whole time.

"You will!" Starscream's claws cut a shallow path across his back. It stung, but he resisted the urge to turn and fight for one of the few times in his life. He stumbled forward until his legs hit the operating table.

"Finish it!"

Knock Out didn't appear to be panicking. That meant he couldn't hear Starscream shouting at him and it made Breakdown's whole problem worse. The medic's Spark was still partially exposed, visible through the missing armor and clear casing.

"Br – Break-" his hand was over the Spark. Knock Out just looked confused.

It was only when his hand started to pry the chamber out of its place that the medic began to panic, if the quickened pace of his claws scrabbling on the metal was anything to go by.

"I'm sorry." Knock Out couldn't hear him. He could only feel the pain, so Breakdown jerked the Spark chamber out of the medic's chest. There was a quick, pained cry. Knock Out's body followed for one brief second before slumping back to the table.

As his optics darkened, Breakdown could see the accusation, the betrayal, the _why? _written all over Knock Out's faceplates.

Breakdown dropped the Spark chamber. It hit the floor with a dull clang.

"It's done. Are you happy now?"

Starscream growled and shook his head.

"I will not be satisfied until my lord and master is satisfied. Breakdown, with me." he turned to exit the sickbay without further ado.

Breakdown looked at Knock Out's corpse once more before following Starscream.

Starscream paused just outside the bridge. Breakdown had been lagging behind him, and had had enough time to come to a respectable stop when the Seeker began to mumble to himself.

"We haven't passed any troops." Starscream ran one claw across the door, but did not begin to open it.

Breakdown stepped in front of him and keyed the door open.

"Let's just get this over with." He maneuvered Starscream into the bridge.

"Hey-" Starscream snarled, but was quiet once he lay optics on the prize.

Megatron. His back turned, Soundwave at his side.

"Breakdown." He didn't turn.

"Yes?" Breakdown began to walk forward. His footsteps masked Starscream's.

"I trust Knock Out is well on his way to making a full recovery."

Breakdown froze. That wasn't what he was supposed to ask, and why would he – what right did he have to ask _that?_ Starscream bared his teeth but did not speak.

"Well?"

"He's…fine." the lie tasted like acid, thick and heavy in his mouth. They had been watching. They _knew _Knock Out had been killed, and they were still playing their stupid charade.

"I'm sure he is, Starscream."

Starscream lunged, all wounds forgotten. He slammed into Soundwave, knocking the smaller Decepticon into Megatron. All three of them fell into a heap on the floor, Starscream on top, Megatron on the bottom and Soundwave sandwiched in between them.

"This time!" Starscream crowed, claws outstretched.

Megatron threw him off with one powerful arm. Starscream rolled, firing both his missiles. Soundwave ducked, but Megatron was hit.

"How the mighty have fallen!" Breakdown would have sworn two voices were speaking. There was the Starscream who was resisting his actions, and there was the Starscream that was insane enough to be attacking Megatron like this.

The warlord snarled, tackling Starscream to the floor. Soundwave stood, staggering and made his way to Breakdown. His wounds were beginning to open. Again.

They both heard the sound of metal ripping through metal. Starscream's claws tearing Megatron's armor at its thinnest point, and the warlord's enraged snarl. He fired his missiles again, throwing Megatron into the opposite wall. And there he stayed.

Starscream stood, slowly. He walked past Breakdown, pausing only to grab Soundwave. The communications officer landed beside Megatron in a heap of ungainly limbs and Energon.

"Finish it." Megatron's voice was low. Breakdown shuddered at the repetition of those two words. "If you truly are destined to be Unicron's herald _kill both of us._"

"I'm getting there!" Starscream paused, looking around. "Wait. You two are planning something."

Megatron looked at Soundwave, who gave one subtle nod.

"Why don't you ask your _master _for assistance?"

Starscream glared and raised his arms. Breakdown looked from Megatron to Starscream, shoving every thought of what he had just done to the back of his processor. Should he intervene?

Soundwave was looking at him. There was a subtle shake of the head.

Megatron pushed himself off the wall, tackling Starscream. The two of them fell to the floor in a tangle of limbs and deadly weapons, but he was still letting Starscream win. Energon began to pool on the floor. Then Starscream was kneeling on top of Megatron with a missile less than an inch from his faceplates. If Megatron was afraid, he hid it well.

"Where is your master now, Starscream?"

"He is here!" Starscream gestured with his free arm around the bridge. "He is _everywhere_!"

"Then do it!" Megatron shouted. "Kill all of us right now and be lauded as Unicron's true herald!"

Starscream snarled a response. He fired the missile.

It was only when the smoke cleared that Breakdown saw what Starscream had done. The missile's launch mechanism had malfunctioned, exploding the instant he'd given the signal to fire. The Seeker lay sprawled on the ground several meters from where he'd knelt with a smoking hole in his abdominal armor. But he was still struggling, trying to get up. Megatron wasn't moving, though he looked less damaged.

"Breakdown! I require assistance!" when he didn't move, Starscream continued "What have they done for you? Besides leave you to die at the hands of the humans and send you to get me?"

Breakdown tried to avoid thinking about how that rang true. "Shut up, Starscream."

"Would your partner still be dead if they hadn't sent you?"

"Shut _UP!" _he lunged forward, but was stopped by one of Soundwave's feelers pulling him back. Breakdown struggled, trying to get out of its grip, but Soundwave wouldn't let go.

"Starscream." Megatron's voice was a low growl. He stood, seemingly no worse for wear.

"What?" at once the Seeker sounded afraid. He fell back as Megatron approached, one hand over the hole in his armor. "How are you-?"

Megatron knelt.

Starscream looked at him with unfocused optics. Breakdown stopped fighting.

"You're – I killed-" he rasped. Megatron shook his head.

Starscream stared up at him in abject horror.

"You're – you're supposed to be dead."

The echo in his voice was gone. Starscream looked around the room for an anchor to steady himself with. Finding none, he was forced to turn back to Megatron.

With one hand, Megatron pulled the Seeker up to his optic level.

"You will be paying for what you have done," he said quietly. "But for now, Breakdown will repair your injuries."

Starscream nodded quickly. Breakdown stepped forward, finding his movements were no longer impeded by Soundwave. Almost as an afterthought he looked at the other Decepticon, wondering what his reaction to the success of his plan would be.

Soundwave wasn't even looking at Megatron and Starscream. Soundwave was staring at _him. _Breakdown gave the silent mech another glance before striding over to Starscream and hauling him up with one hand. The Seeker didn't protest, but looked up at Breakdown with fearful optics. The former Wrecker resisted the urgent voice in his head telling him to rip his Spark chamber out as he had Knock Out's. Breakdown shook his head to clear it and half-dragged Starscream out the door.

He couldn't help but notice how silent the ship had become.


	10. Today Has Been Okay

Author's Notes: Well, this is the end. Thank you reviewers! I can't thank you enough for every time you bothered to push the 'review' button (or just write a 'comment' now, I guess). I may revisit this AU again (you'll see by the end) maybe not. Maybe I'll rewrite season 2. The possibilities are _endless. _Another huge thank-you to balrog_roike, who let me write this bunny.

"I have made mistakes. Monumental ones."

That was the understatement of the solar cycle, Starscream reflected dryly.

"I realize now…I am who I am. And who I was always meant to be."

He stood, monologue finished, feeling his backstruts stretch as his pedes hit the floor in rhythmic steps.

The _Nemesis _was quieter now than it ever had been before. The Vehicon repair crews were reporting a _lack _of needed repairs on the usually run-down warship. Starscream would know, as he was the one tasked with overseeing them.

It was truly a wonderful thing, to walk without pain. Breakdown repairing his wounds with unnecessary roughness was one of the first sensations he'd experienced while being able to fully control his body in recent memory. Though the past decacycle mostly consisted of fragmented bits of data – like knowing Soundwave's pass code – Starscream had become _aware, _at a certain point, of what his other half had been up to.

And he'd let it go on. Stupidly, until he'd realized he could claim no control over the insane part of him, when the rest of him had tried to kill Soundwave where he lay. Then his 'bad' self had shoved him back into the farthest subspaces of his mind. Then the other half of him had been so close to killing Megatron…but even he had failed, and left Starscream alone to face the consequences.

Starscream hesitated just as he was about to enter the bridge. This would be his first meeting with Megatron after his failed attempt to take the warlord's life. The appointment to oversee the repair crews – also known as a demotion – had come from Soundwave, who had visibly stepped backward when Starscream approached to take the datapad from him. Mentally, the Seeker filed that bit of knowledge away for later use. That might be the only good thing to come out of this mess, but it was something.

He walked in.

"Starscream. Just in time."

Starscream's wings folded backward instinctively. Megatron was there, certainly. Accompanied by a familiar bulky Seeker who looked at Starscream with one raised optic ridge.

"_Skyquake?" _this was the wrong time to reunite with the zombie-Decepticon. He began to step backward, but the newcomer's words stopped him.

"Dreadwing." The other Seeker's voice was a deadly purr. "I have heard that you have information on my brother's whereabouts."

"Dreadwing here will be _my _new second in command, until I have decided you a capable of instilling confidence in those around you once again."

Sourly, Starscream thought of the way Breakdown had repaired his wounds and how Soundwave wouldn't come near him. And Knock Out. The thought of his onetime first lieutenant's body being sent to the incinerator today made his fuel tanks churn in disgust. Another wasted opportunity.

"Of course, my master. I live to serve." Once empty words, but now he was obligated to force some meaning into them.

Megatron peered down at him, but offered no further comment.

"Now where were we?"

The boiler room was stifling. More so when it had something new to consume, such as the Energon of one deceased Decepticon automobile enthusiast. The general idea was the incinerator would remove any trace of Energon and fluid, leaving behind only a charred husk as even the incinerator wasn't hot enough to melt their species armor. Then _that _would be thrown into the ocean, since the _Nemesis _was closer to Earth than space at the moment. He'd even put the broken Spark chamber back in Knock Out's chest, not wanting to keep any reminder of his partner around.

Breakdown had not been the one charged with disposing of Knock Out's remains, but he'd taken the task from Fixer quite forcibly, ignoring the concerned looks the Eradicon had sent his way.

He also ignored the new voices in his head, urging him to get up and run, to leave the _Nemesis _and the Decepticons because they were watching his every move, they knew his every thought before the thought even came to his mind.

A small noise behind him sent him wheeling around abruptly, ready to attack at the intruder.

It was Soundwave. Breakdown instinctively stepped back as the other Decepticon stepped forward slowly, arms held slightly away from his body.

"You've been watching me." Ever since he'd brought the maddened Seeker to the bridge.

Soundwave nodded.

"Why?" he couldn't keep the accusation out of his voice. "Because Starscream was telling the truth?"

Soundwave hesitated, then nodded again.

Breakdown had expected a flat denial. He was left flailing about, and he didn't appreciate it.

"Why did he have to _die?_" Breakdown was shouting. "Why was I the one who had to kill him?"

Soundwave walked forward, until he was next to the former Wrecker. He moved as if to touch him, but thought better of it and drew his hand back.

Letting out an angry huff of air, Breakdown turned to watch the flames consume his partner.

_Like an army, falling one by one by one_


End file.
